6 pay fees due, BIM can instruct the custodian to sell or liquidate Account assets to cover the Private Investors fee.

Private Investors Accounts generally are subject to a minimum fee, determined by applying the Client’s fee schedule to the applicable minimum account size. If BIM manages multiple Accounts for a Client (or a group of related Clients), then BIM, at its discretion, can permit the assets of such accounts to be aggregated for purposes of taking advantage of available breakpoints.

The following fee schedules and minimum account sizes generally apply:

Wrap Fee Options No commissions will be charged on equity trades executed by MLPF&S Available only if client directs that all equity brokerage is to be effected through MLPF&S Equity, Balanced, Retirement Journey and Wealth Diversified Portfolios (“WDP”) Investment Strategies
Investment Strategy Minimum Account Size
Equity $250,000 Balanced $250,000 Balanced with Municipal Fixed Income $500,000 Retirement Journey (not open to new investors) $500,000
Multi-Asset Portfolio
Target Allocation with SMA $350,000 Target Allocation with SMA - with Municipals $500,000 Tactical WDP - Multi-Asset Income $250,000 Tactical WDP - Equity and Balanced $350,000 Tactical WDP - Balanced with Municipal Fixed Income $1,000,000 Fee Schedule Asset Levels Annual Rate First $ 500,000 2.50% Next $ 500,000 2.00% Next $ 2,000,000 1.50% Next $ 7,000,000 1.00% Next $40,000,000 0.50% Value in excess of $50,000,000 Negotiable

Standard Fee Options* Commissions will be charged on equity trades *Not available for Retirement Journey or Wealth Diversified Portfolios Investment Strategies Equity and Balanced Investment Strategies
Investment Strategy Minimum Account Size
Equity $1,000,000 Balanced $1,000,000

Fee Schedule Asset Levels Annual Rate First $ 1,000,000 1.00% Next $ 2,000,000 0.75% Next $ 7,000,000 0.60% Next $40,000,000 0.45% Value in excess of $50,000,000 Negotiable

Single-Style Fixed Income Investment Strategies
Investment Strategy Minimum Account Size
Fixed Income $250,000 Global and International Fixed Income $500,000

Fee Schedule Asset Levels Annual Rate First $ 1,000,000 0.90% Next $ 2,000,000 0.75% Next $ 2,000,000 0.60% Next $ 5,000,000 0.525% Next $10,000,000 0.45% Next $30,000,000 0.375% Value in excess of $50,000,000 Negotiable

Multi-Strategy Fixed Income and Target Income Investment Strategies
Investment Strategy Minimum Account Size
Multi-Strategy Fixed Income and Target Income $250,000

Fee Schedule Asset Levels Annual Rate First $ 500,000 1.50% Next $ 500,000 1.25% Next $ 9,000,000 1.05% Next $ 5,000,000 1.02% Next $ 5,000,000 0.98% Next $ 5,000,000 0.95% Value in excess of $25,000,000. Negotiable

Payment of Referral Fees to MLPF&S As discussed below under “Client Referrals and Other Compensation”, MLPF&S Financial Advisors and/or other employees of MLPF&S typically receive compensation from BIM in the form of solicitation fees for referring Private Investors and other clients to BlackRock. Such employees generally also receive compensation from MLPF&S based on the commissions paid by Clients who select the Standard Fee Option in connection with equity security transactions executed by MLPF&S. The amount of compensation paid to MLPF&S employees whose clients retain BIM to manage their assets under the Wrap Fee Option may be more than what the employees would receive if the clients had paid separately for advisory, brokerage and other services. Therefore, MLPF&S employees may have a financial incentive to recommend the Wrap Fee Option over the Standard Fee Option, and/or recommend Private Investors over other investment programs and services available through MLPF&S. please register to get more info

BIM’s clients include, but are not limited to, high net worth individuals, charitable and endowment organizations, government entities, investment companies, corporations and other institutions (both taxable and tax-exempt), trusts and estates. Private Investors and/or certain investment strategies are not available to prospective clients residing or domiciled in certain countries outside the U.S., and such clients should contact MLPF&S or BIM for more information. To enroll in Private Investors, BIM generally requires a minimum investment of at least: (i) $250,000 for investment strategies with the Wrap Fee Option (ii) $1,000,000 for investment strategies with the Standard Fee Option, and (iii) $250,000 for fixed income investment strategies. Higher minimums are required for certain investment strategies; please see Item 4 “Calculation of Private Investors Fees, Minimum Fees and Account Sizes” above for more information on the minimum account sizes applicable to the various investment strategies available in Private Investors.

Funding Client Accounts Clients can fund their Private Investors Accounts with cash and, subject to BIM’s acceptance and discretion, certain securities. In circumstances in which securities are accepted, BIM will, at its discretion, sell, liquidate or otherwise dispose of some or all of the securities, which can potentially cause Clients to recognize taxable gains (or losses) and, with respect to certain mutual funds, be subject to deferred sales charges. Clients wishing to hold certain securities that are not subject to BIM’s supervision (whether for tax, investment or other purposes) should consider holding them in separate accounts outside of their Private Investors Accounts.

BIM, at its discretion, can delay the investment of cash (or the proceeds of any sales of securities) that a Client contributes to an account. This period of delay can be greater for investments in fixed income securities due to the nature of the fixed income markets. Client Information BIM may seek to obtain, verify, and record information that identifies each client and, as applicable, their owners and controllers of investors, who retains BIM to manage its account or who invests in an Affiliated Fund, in order to help the U.S. Government fight the funding of terrorism and money laundering activities and comply with economic sanctions. BIM will also screen clients against appropriate sanctions lists such as those United States Office of Foreign Assets Control, European Union, United Nations, and any other applicable regimes to where BIM operates. Certain wrap fee programs allow clients to select one or more participating portfolio management firms to manage their accounts, and the program sponsor typically is responsible for monitoring and evaluating such firms. In Private Investors, however, BIM is the investment manager for all Accounts and therefore does not evaluate, recommend or review the performance of other investment managers for Private Investors clients. Selection of an Investment Strategy for a Private Investors Account BIM generally provides investment management services to a Client in accordance with the investment strategy selected by the Client at the outset of the Private Investors relationship, and any investment restrictions or guidelines requested by the Client that are accepted by BIM. Clients generally must complete the relevant Private Investors Account documentation (the “Account Documentation”), which typically includes a questionnaire to ascertain the Client’s investment objectives and tolerance for risk with respect to the Account. The investment strategies offered through Private Investors include equity, fixed-income and multi-asset investment strategies (each an “Investment Strategy” and collectively, “Investment Strategies”), and information on each Investment Strategy is available from MLPF&S or BIM. Clients select one or more Investment Strategies and, in certain circumstances, upon the approval of BIM, select a customized investment strategy that is not among the Investment Strategies normally offered through Private Investors. A separate Account is established with BIM for each Investment Strategy that a Client selects. In each case, investment advice related to the Investment Strategies is developed and provided by BlackRock portfolio management personnel.

When a Client grants BIM discretionary investment authority over its Account(s), BIM, as the Client’s agent and attorney-in-fact, will buy, sell or otherwise trade securities in the Account(s), in accordance with the selected Investment Strategy, subject to any reasonable restrictions imposed by the Client and other relevant individual circumstances, without discussing these transactions with the Client in advance. Investments held in Private Investors Accounts include but are not limited to stocks, bonds, options, warrants, rights, derivatives and other securities and instruments (collectively, “Individual Securities”). In addition, to the extent it is in accordance with a Client’s chosen Investment Strategy or upon direction from a Client and as discussed above in Item 4 under “Description of Private Investors Fees” and below under (“Investment in Affiliated Funds”), in certain strategies, BIM will invest all or a portion of an Account in Funds, typically, but not limited to, Affiliated Funds. Clients generally are responsible for selecting the deposit account, money market fund or other “cash sweep” vehicle into which any residual cash in the Account will be invested.

Investment Strategies available through Private Investors include: (i) “Equity Strategies”, which generally allocate assets to one equity investment style (e.g., growth equity) and may invest in Individual Securities and/or Funds; (ii) “Fixed Income Strategies”, which generally allocate assets to one fixed income investment style (e.g., low duration municipal) and may invest in Individual Securities and/or Funds; and (iii) “Balanced Strategies” or “Multi-Asset Investment Strategies”, which generally allocate assets to a combination of multiple investment styles. Each investment style utilized in a Multi-Asset Investment Strategy generally will allocate assets to one or more investment disciplines (e.g., equity dividend), each of which may invest in Individual Securities and/or Funds. As noted in the Account Documentation, for certain investment styles utilized in certain Multi-Asset Investment Strategies, the Client may be able to select from a menu of available investment disciplines. For certain other Multi-Asset Investment Strategies, BIM has sole discretion to select the investment disciplines utilized for each investment style. Certain Investment Strategies invest in securities that are not traded in U.S. markets. As a result, certain securities are subject to state or territory registration requirements. If a security BIM wishes to purchase for Private Investors Accounts is not registered or exempt from registration in a particular state or territory, applicable regulatory requirements can restrict the purchase of that security for residents of that state or territory, which could affect portfolio composition, diversification and performance. Management of Private Investors Accounts Each Equity Strategy generally is managed by a portfolio management team (“Strategy Management Team”) that develops and maintains a model portfolio of securities (each a “Target Portfolio”) for the relevant Equity Strategy. As a result, subject to any reasonable restrictions that Clients impose on the management of their Accounts, each Account in a particular Equity Strategy is expected to hold similar securities in similar weightings. The particular securities included in a Target Portfolio (and/or their percentage weightings) will change from time to time as discussed below under “Management of Accounts Employing Equity Strategies”. Each Fixed Income Strategy generally is managed by a Strategy Management Team that develops and maintains general guidelines (“Model Guidelines”) for the relevant Fixed Income Strategy. The Model Guidelines, which specify, for example particular securities or guidelines for, among other things, the asset class, issuer, duration, maturity and/or credit quality of fixed income investments, and will change from time to time as discussed below under “Management of Accounts Employing Fixed Income Strategies”. For each Investment Strategy, the Private Investors portfolio management team assigned to the Account (“PI Portfolio Management Team”) generally implements trades for the Account (i.e., submits trade orders for the Account to the relevant BlackRock trading desk) in accordance with the Target Portfolio(s) and/or Model Guidelines received from the Strategy Management Team(s), subject to any reasonable restrictions imposed by the Client on the management of the Account. A PI Portfolio Management Team typically is assigned to an Account based on one or more factors including, but not limited to, the geographic location of the Client (and/or the Client’s MLPF&S Financial Advisor), the size of the Account, the Investment Strategy selected by the Client and/or the number and types of restrictions the Client has imposed on the management of the Account. PI Portfolio Management Teams typically do not exercise separate investment discretion in selecting investments for Accounts, except as may be appropriate to, among other things, comply with Client-imposed restrictions and guidelines, engage in certain tax-related trades, or comply with “Blue Sky” or other applicable laws, which from time to time restrict investment in certain securities contained in Target Portfolios or Model Guidelines, as discussed under “Potential Restrictions on Investment Adviser Activity” below. BIM does not provide tax advice and Clients should consult with their professional tax advisors regarding the tax consequences that may be associated with Private Investors strategies. The Strategy Management Team serves as the PI Portfolio Management Team for certain Investment Strategies and/or Accounts.

BIM often considers credit ratings when analyzing bonds, notes and other debt-related investments for client accounts. A credit rating generally reflects an assessment by the rating’s provider of the relative credit risk of an investment compared to other investments rated by the provider (please see “Brief Discussion of Risks - Credit/Default Risk” below). Credit rating agencies, including nationally recognized statistical rating organizations (each, a “Rating Agency”), may rate specific investments (e.g., bonds), issuers (e.g., corporations, governments and financial institutions) and/or programs (e.g., commercial paper programs). Certain types of investments generally are not rated by Rating Agencies, such as non-US government/sovereign obligations, US agency securities, time deposits at financial institutions, and derivative instruments such as credit default swaps. For those types of investments, as well as U.S. Treasury securities (some of which are not rated), where a Rating Agency has not rated the specific investment but has rated the investment’s issuer, program, financial institution or underlying reference asset, BIM typically considers the investment to have the same Rating Agency rating as its issuer, program, financial institution or underlying reference asset, as appropriate. In the case of municipal securities, where one Rating Agency provides multiple ratings for the same security (e.g., “underlying,” “insured” and/or “enhanced” ratings), BIM may consider the security to have the highest of the multiple ratings. Certain new issue securities (regardless of type) are not rated by a Rating Agency at the time of their initial offering. Preliminary prospectuses or term sheets for new issue securities often include an expected rating for the security (as determined by the underwriter and/or issuer) or a Rating Agency rating for the issuer of the security. When deciding whether to purchase a new issue security that has not yet been rated by a Rating Agency, BIM typically will attribute an expected rating to the security based on: (i) the expected rating of the security set forth in the preliminary prospectus or term sheet for the security; (ii) the Rating Agency’s rating for the issuer of the security set forth in the preliminary prospectus or term sheet for the security; (iii) with respect to asset-backed securities, the rating of a prior issuance; or (iv) other factors. Please see “Brief Discussion of Risks – New Issue Securities Risk” below for some of the risks associated with new issue securities. Credit ratings are subject to change and do not reflect all of the risks associated with an investment. Management of Accounts Employing Equity Strategies Because BIM offers a variety of Equity Strategies through Private Investors, including strategies that focus on US, international and global equity markets, BlackRock’s various Strategy Management Teams manage several distinct Equity Strategies, each of which benefits from shared information across teams. The Strategy Management Teams are held accountable through a single reporting chain, and are supported by BlackRock’s resources worldwide. For each Equity Strategy, the relevant Strategy Management Team creates and maintains a Target Portfolio, to which securities are added and from which securities are removed from time to time. The Target Portfolios are provided to PI Portfolio Management Teams, which implement trades for Accounts employing a particular Equity Strategy in accordance with the Target Portfolio associated with such Strategy, subject to any reasonable restrictions imposed by Clients on the management of their Accounts. Therefore, Accounts following the same Equity Strategy are expected to be invested in the same securities; however, the composition of Accounts following the same Equity Strategy can differ for a variety of reasons including, but not limited to, the timing of Client investments and any Client-imposed restrictions and guidelines. The particular securities that comprise a Target Portfolio for an Equity Strategy (and/or their percentage weightings) will change from time to time at the discretion of the relevant Strategy Management Team based on market and other considerations.

Management of Accounts Employing Fixed Income Strategies Strategy Management Teams responsible for managing Fixed Income Strategies generally employ an active investment style that emphasizes: rotation among different types of debt on a relative value basis; specific security selection; quantitative analysis of each security, the relevant Strategy and Accounts being managed in accordance with the Strategy; and intensive credit analysis and review. For each Fixed Income Strategy, the relevant Strategy Management Team creates and maintains certain generally applicable Model Guidelines which specify, for example, particular securities guidelines for, among other things, the asset class, issuer, duration, maturity and/or credit quality of fixed income securities that may be held in an Account following such Fixed Income Strategy. The Model Guidelines are provided to PI Portfolio Management Teams, which implement trades for Accounts employing a particular Fixed Income Strategy in accordance with the Model Guidelines associated with such Strategy, subject to any reasonable restrictions imposed by Clients on the management of their Accounts. Private Investors Accounts employing the same Fixed Income Strategy, particularly one that contemplates investment in municipal securities, often do not hold all of the same fixed income securities. However, such Accounts generally are expected to be invested in fixed income securities with similar characteristics consistent with the applicable Model Guidelines. The composition of Accounts following the same Fixed Income Strategy also can differ due to the timing of Client investments and any Client-imposed restrictions and guidelines. The Model Guidelines applicable to any particular Fixed Income Strategy will change from time to time at the discretion of the relevant Strategy Management Team based on market and other considerations. In determining the Model Guidelines for a Fixed Income Strategy, the Strategy Management Team relies on, among other information, certain opinions expressed during BlackRock’s weekly market outlook meeting. During this meeting, various BlackRock investment professionals evaluate macroeconomic conditions, central bank activity, technical market factors, yield curve, volatility and credit trends in order to develop opinions on the risks inherent in different types of debt, including liquidity, credit and relative interest rate risk. The Strategy Management Team typically considers these opinions along with the investment objectives applicable to the relevant Fixed Income Strategy in connection with its determination of the Model Guidelines for such Strategy. Management of Accounts Employing Multi-Asset Investment Strategies As noted above, Multi-Asset Investment Strategies allocate assets among multiple investment styles (which generally utilize one or more investment disciplines, each of which may invest in Individual Securities and/or Funds). Each Account following a Multi-Asset Investment Strategy is managed by a PI Portfolio Management Team which implements trades for the Account in accordance with the particular Strategy’s Target Allocations and Target Allocation Percentages (defined below), and, if applicable to the particular Strategy, the Target Portfolios and/or Model Guidelines maintained for the investment disciplines utilized by such Strategy.

The particular investment styles and disciplines utilized in each Multi-Asset Investment Strategy (the “Target Allocations”) and the percentage of assets allocated to each investment style and discipline (the “Target Allocation Percentages”) generally are determined by various investment management personnel of BlackRock. As noted above, however, for certain investment styles utilized in certain Multi-Asset Investment Strategies, a Client can select from a menu of available investment disciplines. Strategies identified (in the Account Documentation) as “Balanced” or “Strategic” generally are expected to maintain long-term, static Target Allocations and Target Allocation Percentages to correspond to the particular Strategy’s investment profile, and BIM periodically will rebalance Accounts following such Strategies to address deviations from the relevant Target Allocation Percentages. The Target Allocation Percentages for Strategies identified as “Tactical” are dynamic and fluctuate daily with market movements until BlackRock establishes new allocation percentages for Accounts following such Strategies. Target Allocations and Target Allocation Percentages are monitored periodically by BlackRock to ensure that they remain appropriate in light of the investment profile associated with the particular Multi-Asset Investment Strategy, market conditions and/or BlackRock’s then-current views of market cycles. Although BlackRock may change a Multi-Asset Investment Strategy’s Target Allocations and Target Allocation Percentages in its sole discretion at any time, such changes are expected to occur more frequently with “Tactical” Strategies than with “Strategic” Strategies.

Reasonable Restrictions

BIM will comply with any reasonable restrictions that a Client chooses to impose on the management of an Account. (As noted below, such restrictions will not apply with respect to investments made by any Funds held in the Account.) Reasonable restrictions can include prohibitions with respect to the purchase or sale of particular securities or categories of securities, or instructions to utilize a particular investment discipline or invest in a particular security (including but not limited to a Fund). If BIM, in its sole discretion, believes that a proposed restriction is unreasonable or inappropriate for a particular Client or Account, BIM will notify the Client that, unless those restrictions are modified, BIM will not accept (or will terminate) the Account. Clients should understand that: (i) any restrictions they impose can cause the performance of their Accounts to differ from the performance of other Accounts following the same Investment Strategy that do not have such restrictions; and (ii) Accounts with significant restrictions will potentially be traded after block trading activity is completed for unrestricted Accounts following the same Investment Strategy, potentially resulting in higher commissions, greater spreads and/or less favorable execution.

Investments made by Funds are subject to the investment restrictions described in the applicable Fund’s prospectus or other offering document and restrictions imposed by applicable law. As a result, any restrictions that a Client places on the management of its Account do not operate to restrict investments made by a Fund in that Account. However, for certain Investment Strategies, Clients choose which Fund(s) should be purchased for, or restricted from, their Accounts. Clients should contact their MLPF&S Financial Advisor or PI Portfolio Management Team for more information on the Funds in which their Accounts invests. Side-by-Side Management of Private Investors Accounts and Other Accounts In addition to Private Investors Accounts, BIM and its affiliates also manage other accounts including but not limited to institutional accounts and Funds. An institutional client typically consults with BlackRock at the outset of the adviser-client relationship to establish customized investment guidelines applicable to BlackRock’s management of the client’s account, and such guidelines often vary significantly among institutional accounts with the same investment objective. As discussed above, a Private Investors Client typically selects (in its Account Documentation) an Investment Strategy for BIM to utilize in connection with its management of the Client’s Account, and Private Investors Accounts following the same Investment Strategy typically are managed by BIM in accordance with a Target Portfolio (for equity securities) or Model Guidelines (for fixed income securities), subject to any reasonable investment restrictions imposed by Clients. Therefore, Private Investors Accounts following the same Investment Strategy typically hold the same or similar securities in accordance with the target portfolio or model guidelines, as applicable. In addition, BIM typically effects equity transactions for Private Investors Accounts with the Client’s designated broker-dealer (typically MLPF&S), whereas BlackRock usually effects equity transactions for institutional accounts and Funds with a variety of broker-dealers.

Side-by-side management by BlackRock of Private Investors Accounts, institutional accounts and Funds also involve potential conflicts of interest, including those associated with any difference in fee structures. Private Investors Accounts and mutual funds, for example, generally pay management fees based on a fixed percentage of assets under management, whereas institutional accounts and unregistered investment vehicles managed by a BlackRock Investment Adviser (“Private Funds”) often have more varied fee structures, including a combination of asset- and performance-based compensation. The prospect of achieving higher compensation from one BlackRock Client, including Private Investors Accounts, than from another results in a potential incentive for the applicable BlackRock Investment Adviser to favor the higher paying BlackRock Client when, for example, placing securities transactions that the applicable BlackRock Investment Adviser believes could more likely result in favorable performance or engaging in cross trades. Similarly, BlackRock or its affiliates or employees may have a significant proprietary investment in a fund or account, and a BlackRock Investment Adviser may have an incentive to favor such a fund or account to the detriment of other funds or accounts. BlackRock’s policies and procedures state that investment decisions are to be made without consideration of BlackRock’s or its employees' pecuniary or investment interests but, instead, in accordance with BlackRock’s or a BlackRock Investment Adviser’s (or either of their personnel’s) fiduciary duties to its client accounts.

As a result of certain regulations governing the ability of accounts investing side-by-side, it is possible that different account types are not permitted to participate in an investment opportunity at the same time. The decision as to which accounts participate will take into account the suitability and the strategy of the applicable accounts. It is possible that an account will be prevented from participating due to such investment opportunity being more appropriate within the primary strategy or secondary of another account.

Placement of Trade Orders

In certain instances, BIM will take a position for a Client in a security contrary to the position held in the same security (e.g., a short versus a long position) by its other client accounts (“Other Accounts”). BIM will attempt to ensure that all such transactions are executed in a fair and equitable manner consistent with the investment objectives of client accounts. All such transactions will be effected in accordance with applicable law, including the Advisers Act, the Investment Company Act, and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

BIM has adopted policies that seek to allocate investment opportunities and make purchase and sale decisions among all of BIM’s client accounts, including Private Investors Accounts, in a manner that it deems fair and equitable over time. The policies also seek to achieve reasonable efficiency in client transactions and provide portfolio management teams with sufficient flexibility to allocate investments in a manner which is consistent with the particular investment discipline and client base. Orders for purchase or sale of securities will be executed within a reasonable amount of time following receipt. To the extent that orders for Private Investors Accounts are submitted independently of orders for Other Accounts, BIM or one of its affiliates often purchases or sells the same securities or instruments for a number of client accounts simultaneously. These accounts may include pooled vehicles, including partnerships, limited liability companies, and investment companies for which BIM or one of its affiliates acts as investment manager, and in which BIM, its officers, employees and related persons may have a financial interest, and accounts of pension or other plans covering employees of BIM. Orders for a Private Investors Account, while generally aggregated with orders for other Private Investors Accounts employing the same Investment Strategy, typically are not aggregated with transactions for institutional accounts or Funds and in certain instances will take more time to complete than those effected for institutional accounts or Funds. This is, among other things, because: (i) transactions for Private Investors Accounts involve substantially greater numbers of accounts than transactions for institutional accounts or Funds and therefore require the use of specialized trading systems to determine the quantity of securities being purchased or sold by each Account and which record and confirm each transaction at the individual account level; and (ii) equity transactions for Private Investors Accounts typically are directed by Clients to be executed through MLPF&S.

In the event that PI Portfolio Management Teams submit trade orders for a particular security across multiple Private Investors Accounts at or about the same time as portfolio managers for institutional accounts or Funds submit trade orders for such security, BIM will determine, based on trading volume, market conditions, and other appropriate factors, including the administrative overhead associated with effecting trades for Private Investors Accounts, the order in which such transactions will be entered. Factors typically considered include relative size of the transactions, liquidity, and trading volume of the securities involved, and the length of time needed to complete the respective transactions. Taking into account these factors, BIM will seek to ensure that such decisions are made in a manner that ensures overall fair and equitable treatment of all clients over time. Once the order in which transactions will be effected for a particular group has been determined, BIM may complete transactions for one group before commencing transactions for the other. Trade orders submitted to accommodate a particular Client’s request or instruction (e.g., to invest additional funds contributed to the Private Investors Account or to liquidate securities to raise cash in the Private Investors Account) may not be able to be aggregated with other Private Investors Accounts employing the same Investment Strategy. Thus, trades may be effected on behalf of an Other Account at a different time than the corresponding trades are effected on behalf of Private Investors Accounts and Private Investors Account trades may “wait behind” block trades executed for BIM’s Other Accounts. In such circumstances, a Private Investors Account may receive an execution price that varies from (and is less favorable than) the price received by such Other Accounts. In these circumstances, the market price of those securities can rise or fall before a Private Investors trade is executed (and, in certain circumstances, as a direct result of other trades placed by, or on the advice of, BIM or its affiliates), causing Clients to purchase the same securities at a higher price (or sell the same securities at a lower price).

When deemed appropriate by BIM, orders for the same security placed by the same trading desk are aggregated or “bunched” to facilitate best execution or to reduce brokerage commissions or other costs (including market impact costs). BIM effects bunched transactions in a manner intended to ensure that no participating account, including any proprietary account of BIM, is favored over any other account. When an aggregated order is filled in its entirety, each participating account generally will receive the average price obtained on all such purchases or sales with respect to such order. When an aggregated order is partially filled, the securities purchased or sold will generally be allocated pro rata among participating accounts, although from time to time other allocation methodologies are utilized (such as random or rotational allocations) where BIM deems that such other methodology is prudent and fair and equitable over time. Each account generally will receive the average price obtained on all such purchases or sales with respect to an aggregated order. Allocations of partially filled orders are made subject to any limits or restrictions on the amount of such security which may be purchased by an account and other appropriate factors. In such cases, BIM, in its discretion can increase or decrease the amount of securities that otherwise would have been allocated to each account by allocating the securities in a manner that BIM, in its discretion, deems fair and equitable to clients over time. In connection with trade execution for Private Investors Accounts, MLPF&S or its affiliates may from time to time act as agent or, where permitted by law, principal (including instances where MLPF&S or an affiliate may act as underwriter or a selling group member) or market maker. In certain circumstances, securities purchased from or sold to MLPF&S or its affiliates as principal or market maker may include an additional mark-up or mark-down. Clients should be aware that MLPF&S does not have discretionary management authority over their Accounts and effects transactions only as instructed by BIM. MLPF&S is under no obligation to execute any transaction that it is not qualified to execute or that it believes would violate any applicable state or federal law, rule or regulation, or any rule or regulation of any regulatory or self-regulatory body of which MLPF&S is a member at the time of the proposed transaction. Investment in Affiliated Funds

BIM serves as both the sponsor of Private Investors and as the sole investment manager for Private Investors Accounts. From time to time, where authorized in a Client’s investment management agreement with BIM, and when either contemplated by the Client’s investment strategy or upon direction from a Client, BIM will purchase on behalf of Clients shares of Funds, including but not limited to Affiliated Funds from which BIM or one of its affiliates receives fees for providing investment advisory and/or other services. Except under limited circumstances described below, when BIM invests Private Investors Accounts in Funds, BIM typically invests solely in Affiliated Funds. Generally, BIM only would invest Private Investors Accounts in Funds that are not Affiliated Funds upon direction from the Client or in limited circumstances (e.g., if a Client directs BIM to conduct year-end “tax loss selling” on its behalf, and some of such sales include shares of an Affiliated Fund, BIM might reinvest the proceeds of such sale in a similar, non-Affiliated Fund for a short period of time in order to avoid the triggering of “wash sale” rules). Under the limited circumstances when BIM invests a Private Investors Account in Funds that are not Affiliated Funds, Clients will be subject to both the Private Investors fee and the fees payable by the Funds (i.e., the Client’s Private Investors fee will not be reduced in connection with the Account’s investment in such Funds). When BIM invests a Private Investors Account in an Affiliated Fund, the Private Investors fee paid by the Client directly to BIM may or may not be reduced by the Account’s pro rata share of any management fees or other fees or expenses paid by the Affiliated Fund to BlackRock (including any fees paid pursuant to Rule 12b-1 of the Investment Company Act) as a result of the investment. Even if the Private Investors fee is reduced by the pro-rata share of any management fees paid by the Affiliated Fund to BlackRock (and any fees paid pursuant to Rule 12b-1 of the Investment Company Act), there could be certain compensation received by BlackRock for providing other services to Affiliated Funds (such as shareholder servicing and other administrative services) that does not reduce the Private Investors fee, and therefore such compensation to BlackRock is separate from and in addition to the Private Investors fee. As a result, and as discussed above in Item 4 under “PRIVATE INVESTORS FEES” and below Item 9 under “CONFLICTS OF INTEREST – BlackRock’s Registered Investment Companies, Private Funds and Other Investment Products”, BIM has a conflict of interest when recommending or purchasing shares of an Affiliated Fund for an Account. Certain Funds in which BIM invests Private Investors Accounts, such as Funds specifically intended for separately managed account or wrap fee programs such as Private Investors (“Management Fee-Waived Mutual Funds”), do not charge management fees (or their fees are waived or reimbursed by the Fund’s investment manager), and/or are only eligible for investment by separate accounts managed by BlackRock (such as Private Investors Accounts). Such Fund shares will be redeemed upon the termination of BlackRock’s management of the Account. Brief Discussion of Risks Private Investors Accounts are subject to various investment risks, some of which are described below. Certain risks apply specifically to particular Investment Strategies or investments in different types of securities or other investments that Clients should be prepared to bear. The risks involved for Clients will vary based on the applicable Investment Strategy and the type of securities or other investments held in the Account. Accounts are not bank accounts and are neither guaranteed nor insured. It is possible that a Client could lose its entire investment. The principal investment risks of investing in a Fund held in an Account are described in the Fund’s prospectus. The following are the various primary risks related to the Investment Strategies currently available to Private Investors Clients. Not all possible risks are described below. Asset Allocation Strategy Risk - Asset allocation strategies do not assure profit or diversification and do not protect against loss. There is a risk that the asset allocation may be incorrect in view of actual market conditions. In addition, the asset allocation determined by BIM could result in underperformance as compared to other strategies with similar investment objectives and asset allocation strategies. Asset Class Risk - Securities in a portfolio can underperform in comparison to the general securities markets, a particular securities market, or other asset classes. Competition Risk - There can be no assurance that BIM will be able to locate, consummate, and exit investments that satisfy a portfolio’s rate of return objectives or that a portfolio will be able to invest fully its assets.

Concentration Risk - Concentrating investments in an issuer or issuers, in a particular country, group of countries, region, market, industry, group of industries, sector or asset class means that performance will be more susceptible to loss due to adverse occurrences affecting that issuer or issuers, particular country, group of countries, region, market, industry, group of industries, sector or asset class than a more diversified mix of investments.

Controlling Interest Risk. Because of its equity ownership, representation on the board of directors and/or contractual rights, a portfolio may be considered to control or influence the conduct of portfolio companies. Under certain circumstances, such ownership or roles could be used by third parties as the basis for such parties to assert environmental, pension-related, securities law or other claims against such portfolio or its owners or affiliates.

Conversion of Equity Investments Risk- After its purchase, a non-equity investment directly or indirectly held by a portfolio, such as a convertible debt obligation may convert to an equity security (converted investment). Alternatively, a portfolio may directly or indirectly acquire equity securities in connection with a restructuring event related to one or more of its non-equity investments. Challenges in liquidating the converted investment at an advantageous time, would impact the performance of the portfolio.

Counterparty Risk - Transactions, including certain derivative transactions, entered into directly with a counterparty are subject to the risk that the counterparty will fail to perform its obligations in accordance with the agreed terms and conditions of the transaction. A counterparty’s bankruptcy or other failure to perform its obligations due to financial difficulties, would result in significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding or no recovery in such circumstances.

Credit/Default Risk - Debt issuers and other counterparties of fixed income securities or instruments in some instances default on their obligation to pay interest, repay principal or make a margin payment, or default on any other obligation. Additionally, the credit quality of securities or instruments could deteriorate (e.g., downgraded by one or more Ratings Agencies), which would impair a security’s or instruments liquidity and decrease its value.

Currency Risk - Currencies are purchased and sold for portfolios through the use of forward contracts or other instruments. A portfolio that seeks to trade in foreign currencies can have limited access to certain currency markets due to a variety of factors including government regulations, adverse tax treatment, exchange controls, and currency convertibility issues. Certain portfolios can hold investments denominated in currencies other than the currency in which the portfolio is denominated. Currency exchange rates can be volatile, particularly during times of political or economic unrest or as a result of actions taken by central banks. A change in the exchange rates has the potential to produce significant losses to a portfolio, particularly if unhedged in whole or in part. Debt Instruments Risk - Generally investments in debt and credit-related instruments can be secured or unsecured and can be structurally or contractually subordinated to substantial amounts of senior indebtedness. Other factors can materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable portfolio company, government fiscal policy and domestic or worldwide economic conditions. Developed Countries Risk - Investments in developed countries subject a portfolio to regulatory, political, currency, security, demographic, and economic risk specific to developed countries. Developed countries are impacted by changes to the economic health of certain key trading partners, regulatory burdens, debt burdens, and the price or availability of certain commodities. Developed countries tend to represent a significant portion of the global economy and have generally experienced slower economic growth than some other countries or regions. Distressed Securities Risk - Investments in companies that are in poor financial condition, lack sufficient capital or are involved in bankruptcy or reorganization proceedings face the unique risks of lack of information with respect to the issuer, the effects of bankruptcy laws and regulations and greater market volatility than is typically found in other securities markets. As a result, investments in securities of distressed companies involve significant risks that could result in a portfolio, incurring losses with respect to such investments.

Emerging Markets Risk - Investments in emerging markets can be subject to a greater risk of loss than investments in more developed markets, as they are more likely to experience inflation risk, political turmoil and rapid changes in economic conditions. Investing in the securities of emerging markets involves certain considerations not typically associated with investing in more developed markets, including but not limited to, the small size of such securities markets and the low volume of trading (possibly resulting in potential lack of liquidity and in price volatility), political risks of emerging markets which may include unstable governments, government intervention in securities or currency markets, nationalization, restrictions on foreign ownership and investment, laws preventing repatriation of assets and legal systems that do not adequately protect property rights. Further, emerging markets can be affected adversely by changes to the economic health of certain key trading partners, such as the U.S., regional and global conflicts and terrorism and war. Emerging markets often have less uniformity in accounting and reporting requirements, unreliable securities valuation and greater risk associated with custody of securities.

Equity Securities Risk - Equity securities are subject to changes in value and their values can be more volatile than other asset classes. The value of equity securities varies in response to many factors. These factors include, without limitation, factors specific to an issuer and the industry in which the issuer securities are subject to stock risk. Historically, U.S. and non-U.S. stock markets have experienced periods of substantial price volatility and should be expected to do so again in the future.

Fraud - Of paramount concern in originating loans is the possibility of material misrepresentation or omission on the part of a borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the likelihood that a lien on the collateral securing the loans has been properly created and perfected. Under certain circumstances, payments to a portfolio may be reclaimed if any such payment or distribution is later determined to have been made with intent to defraud or prefer creditors.

Fraudulent Conveyance Risk - If a court in a lawsuit brought by an unpaid creditor or representative of creditors of a borrower, such as a trustee in bankruptcy or the borrower as debtor-in-possession, were to find that the borrower did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by a loan made by a portfolio and the grant of any security interest or other lien securing such investment made by a portfolio, and, after giving effect to the incurring of such indebtedness, the borrower (a) was insolvent; (b) was engaged in a business for which the assets remaining in such borrower constituted unreasonably small capital; or (c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could invalidate, in whole or in part, such indebtedness and such security interest or other lien as fraudulent conveyances, subordinate such indebtedness to existing or future creditors of the borrower or recover amounts previously paid by the borrower (including to the relevant portfolio) in satisfaction of such indebtedness or proceeds of such security interest or other lien previously applied in satisfaction of such indebtedness. Frontier Markets Risk - Investments in frontier markets are subject to a greater risk of loss than investments in more developed and traditional emerging markets. Frontier markets are more likely to experience inflation, currency and liquidity risks, political turmoil and rapid changes in economic conditions than more developed and traditional emerging markets. Frontier markets often have less uniformity in accounting and reporting requirements, unreliable securities valuation and greater risk associated with custody of securities. Illiquid and Long-Term Investment Risk - Certain portfolios may invest in private debt instruments secured by infrastructure or other assets for which the number of potential purchasers and sellers, if any, is often limited. This factor may have the effect of limiting the availability of these obligations for origination or purchase by a respective portfolio and may also limit the ability of a portfolio to sell such obligations at their fair market value prior to termination of such portfolio or in response to changes in the economy or financial markets. In particular, such investments will be relatively illiquid and there can be no assurance that a portfolio will be able to realize on such investments in a timely manner.

Income Risk - A portfolio’s income may decline when interest rates decrease. During periods of falling interest rates an issuer may be able to repay principal prior to the security’s maturity (“prepayment”), causing the portfolio to have to reinvest in securities with a lower yield, resulting in a decline in the portfolio’s income.

Index-Related Risk - Index strategies are passively managed and do not attempt to take defensive positions under any market conditions, including declining markets. Index strategies seek to achieve a return that corresponds generally to the price and yield performance, before fees and expenses, of the Underlying Index as published by the Index Provider. There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with the Index Provider’s methodology. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the indices are less commonly used as benchmarks by funds or managers. Such errors may negatively or positively impact a portfolio managed to an index strategy (“index portfolio”).There is no guarantee that an index portfolio will achieve a high degree of correlation to its Underlying Index and therefore achieve its investment objective. Market exposure and regulatory restrictions could have an adverse effect on the index portfolio’s ability to adjust its exposure to the required levels in order to track its Underlying Index.

Interest Rate Risk - When interest rates increase, fixed income securities or instruments will generally decline in value. Long-term fixed income securities or instruments will normally have more price volatility because of this risk than short-term fixed income securities or instruments.

Issuer Risk - A portfolio’s performance depends on the performance of individual securities to which the portfolio has exposure. Adverse changes to the financial condition or credit rating of an issuer of those securities often cause the value of the securities to decline or become worthless.

Investment Style Risk - Different investment styles tend to shift in and out of favor depending upon market and economic conditions and investor sentiment. Portfolios can outperform or underperform other portfolios that invest in similar asset classes but employ different investment styles. Liquidity Risk - Liquidity risk exists when particular investments are difficult to purchase or sell (e.g., not publicly traded and/or no market is currently available or may become less liquid in response to market developments). This can reduce a portfolio’s returns because the portfolio may be unable to transact at advantageous times or prices. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Management Risk - A portfolio is subject to management risk, which is the risk that the investment process, techniques and analyses applied will not produce the desired results, and those securities or other financial instruments selected for a portfolio will result in returns that are inconsistent with the portfolio’s investment objective. Portfolios advised by BlackRock are subject to threshold limitations on aggregate and/or portfolio- level ownership interests in certain companies and commodities arising from statutory, regulatory or self- regulatory organization requirements or company ownership restrictions (e.g., poison pills or other restrictions in organizational documents). In addition, legislative, regulatory, or tax developments affect the investment techniques or opportunities available in connection with managing the portfolio and can also adversely affect the ability of the portfolio to achieve its investment objective (e.g., where aggregate and/or portfolio-level ownership thresholds or limitations must be observed, a portfolio is subject to investment limitations in certain companies arising from statutory, regulatory or self-regulatory organization requirements or company ownership restrictions).

Market Risk and Selection Risk - Market risk is the risk that one or more markets in which the portfolio invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. The value of a security or other asset may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer or issuers, exchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the portfolio and its investments. Selection risk is the risk that the securities selected by BIM will underperform the markets, the relevant indices or the securities selected by other investment managers for other portfolios with similar investment objectives and investment strategies. This means the portfolio may lose money.

Micro-cap Companies Risk - Stock prices of microcap companies are significantly more volatile, and more vulnerable to adverse business and economic developments, than those of larger companies. Microcap stocks are also thinly traded, making it difficult for a portfolio to buy and sell them.

Municipal Securities Risk - Municipal securities can be significantly affected by political or economic changes, as well as uncertainties in the municipal market related to taxation, changes in interest rates, relative lack of information about certain issuers of municipal securities, legislative changes or the rights of municipal security holders. Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the inability to collect revenues for the project or from the assets.

New Issue Securities Risk – Investing in new issue securities involves risks that are in addition to those associated with investments which have been trading for an extended period of time because information typically used to evaluate investments often is not available for new issue securities. Subsequent to the purchase of a new issue security by BIM, information about the security or its issuer may become publicly available (e.g., the issuance of a credit rating by a Rating Agency) which could cause BIM to alter its view on the appropriateness of the investment for a portfolio.

Non-Diversification Risk - Non-diversification of investments means a portfolio invests a large percentage of its assets in securities issued by or representing a small number of issuers or exposure types. As a result, a portfolio’s performance depends on the performance of a small number of issuers or exposures.

Non-U.S. Securities Risk - Investments in the securities of non-U.S. issuers are subject to the risks associated with non-U.S. markets in which those non-U.S. issuers are organized and operate, including but not limited to, risks related to foreign currency, limited liquidity, less government regulation, privatization, and the possibility of substantial volatility due to adverse political, economic, geographic events, or other developments, differences in accounting, auditing and financial reporting standards, the possibility of repatriation, expropriation or confiscatory taxation, adverse changes in investment or exchange controls or other regulations and potential restrictions on the flow of international capital. These risks are often heightened for investments in smaller capital markets, emerging markets, developing markets or frontier markets. Offshore Investor Risk - A portfolio seeking to trade in foreign currencies can have limited access to certain currency markets due to a variety of factors including government regulations, adverse tax treatment, exchange controls, and currency convertibility issues. These limitations and restrictions impact the availability, liquidity and pricing of the financial instruments that are necessary for the portfolio to gain exposure to the currency markets, impairing the portfolio’s ability to achieve its investment objective. Operational Risk - Inadequate or failed internal processes, people and systems, or external events can pose a direct or indirect risk when investing. This includes any errors, omissions, systems breakdown, natural disasters, and fraudulent activity, which could cause impact in terms of unavailability of services and potentially resulting in financial losses.

Portfolio Turnover Risk - Active and frequent trading of securities and financial instruments in a portfolio can result in increased transaction costs, including potentially substantial brokerage commissions, fees, and other transaction costs. In addition, frequent trading is likely to result in short-term capital gains tax treatment. As a result of portfolio turnover, the performance of a portfolio can be adversely effected.

Quantitative Model Risk - When executing an investment strategy using various proprietary quantitative or investment models, securities or other financial instruments selected can perform differently than expected, or from the market as a whole, as a result of a model's component factors, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction, implementation and maintenance of the models (e.g., data problems, software issues, etc.). There can be no assurance that a model will achieve its objective.

Small-Cap & Mid-Cap Risk - Compared to large-capitalization companies, small-capitalization and mid- capitalization companies are less stable and more susceptible to adverse developments, and their securities can be more volatile and less liquid.

U.S. Economic Risk - The U.S. is a significant trading partner with other countries. Certain changes in the U.S. economy can have an adverse effect on the economy and markets of other countries.

Underlying Fund Risk - A portfolio investing in funds (underlying funds), includes, but is not limited to the performance of the underlying fund and investment risk of the underlying funds’ investment, depending upon whether the underlying funds involve highly speculative investment techniques, including extremely high leverage, highly concentrated portfolios, workouts and startups, control positions and illiquid investments. In particular, the risks for a portfolio operating under a fund of funds structure include, but are not limited to, the following: the performance of the portfolio will depend on the performance of the underlying funds’ investments; there can be no assurance that a multi-manager approach will be successful or diversified, or that the collective performance of underlying fund investments will be profitable; one or more underlying funds could be allocated a relatively large percentage of the portfolio’s assets; there could be limited information about or influence regarding the activities of the underlying fund’s investment advisers and underlying funds, like any other asset, may be subject to trading restrictions or liquidity risk. Portfolio investments in underlying funds will generally be charged the proportionate share of the expenses of investing in the underlying fund(s).

Valuation Risk - The net asset value of a portfolio as of a particular date may be materially greater than or less than its net asset value that would be determined if a portfolio’s investments were to be liquidated as of such date. For example, if a portfolio was required to sell a certain asset or all or a substantial portion of its assets on a particular date, the actual price that a portfolio would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in the net asset value of a portfolio. Volatile market conditions could also cause reduced liquidity in the market for certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in the net asset value of a portfolio. Volatility Risk - The prices of a portfolio’s investments can be highly volatile. Price movements of assets are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, developments or trends in any particular industry, the financial condition of the issuers of such assets, changing supply and demand relationships, programs and policies of governments, and national and international political and economic events and policies Technology and Cybersecurity Risk BlackRock is dependent on the effectiveness of the information and cybersecurity policies, procedures and capabilities it maintains to protect the confidentiality, integrity, and availability of its computer and telecommunications systems and the data that resides on or is transmitted through them. An externally caused information security incident, such as a cyber-attack including a phishing scam, malware, or denial- of-service attack, or an internally caused incident, such as failure to control access to sensitive systems, could materially interrupt business operations or cause disclosure or modification of sensitive or confidential client or competitive information. Moreover, BlackRock’s increased use of mobile and cloud technologies could heighten these and other operational risks, as certain aspects of the security of such technologies may be complex, unpredictable or beyond BlackRock’s control. BlackRock’s growing exposure to the public Internet, as well as any reliance on mobile or cloud technology or any failure by third-party service providers to adequately safeguard their systems and prevent cyber-attacks, could disrupt BlackRock’s operations and result in misappropriation, corruption or loss of personal, confidential or proprietary information. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Moreover, due to the complexity and interconnectedness of BlackRock’s systems, the process of upgrading existing capabilities, developing new functionalities and expanding coverage into new markets and geographies, including to address client or regulatory requirements, may expose BlackRock to additional cyber- and information-security risks or system disruptions, for BlackRock, as well as for clients who rely upon, or have exposure to, BlackRock’s systems. Although BlackRock has implemented policies and controls, and takes protective measures, to strengthen its computer systems, processes, software, technology assets and networks to prevent and address potential data breaches, inadvertent disclosures, cyber-attacks and cyber- related fraud, there can be no assurance that any of these measures prove effective.

In addition, due to BlackRock’s interconnectivity with third-party vendors, advisers, central agents, exchanges, clearing houses and other financial institutions, BlackRock may be adversely affected if any of them are subject to a successful cyber-attack or other information security event, including those arising due to the use of mobile technology or a third-party cloud environment. BlackRock also routinely transmits and receives personal, confidential or proprietary information by email and other electronic means. BlackRock collaborates with clients, vendors and other third parties to develop secure transmission capabilities and protect against cyber-attacks. However, BlackRock cannot ensure that it or such third parties have all appropriate controls in place to protect the conf please register to get more info

As noted above in Item 6 under “Portfolio Manager Selection and Evaluation”, certain wrap fee programs allow clients to select one or more participating portfolio management firms to manage their accounts, and the program sponsor typically is responsible for monitoring, evaluating and communicating with such firms, which includes providing client information to such firms. In Private Investors, however, BIM is the investment manager for all Accounts and therefore does not provide Client information to other investment managers. please register to get more info

BIM generally does not place restrictions on the ability of Clients to contact and consult with their PI Portfolio Management Teams. please register to get more info

Review of Private Investors Accounts Private Investors Accounts (and related Model Guidelines and Target Portfolios) are reviewed on an ongoing basis by BlackRock. Reviews are conducted with the help of computer support systems on an account-by-account basis and on security-holdings and performance-exception bases. Reviews are conducted to determine if an Account’s holdings are consistent with the Client’s selected Investment Strategy and restrictions imposed by the Client. In addition to the assigned portfolio management team, certain representatives of BlackRock’s risk management groups periodically spot check Accounts and Target Portfolios to review performance and relevant investment guidelines. Frequency and Content of Private Investors Account Reports Private Investors Clients typically receive a quarterly Account performance report. Disciplinary Event There have not been any legal or disciplinary events that are material to BIM’s advisory business or the integrity of BIM’s management. Other Financial Industry Activities and Affiliations BlackRock is a broad financial services organization. In some cases, BlackRock has business arrangements with related persons/companies that are material to BlackRock’s advisory business or to its clients. In some cases, these business arrangements create the potential for a conflict of interest, or appearance of a conflict of interest between BlackRock and a client. Recognized conflicts of interest and arrangements that may be material to Private Investors and/or Private Investors Clients are discussed below and under “Conflicts of Interest”.

Affiliated Broker-Dealers

BlackRock Investments, LLC (“BRIL”), and BlackRock Execution Services (“BES”) are direct or indirect wholly-owned subsidiaries of BlackRock, Inc. registered under the Exchange Act.


• BRIL is primarily engaged in the distribution of Blackrock proprietary and third-party registered investment companies, including through wholesale marketing, to other registered broker-dealers, investment advisers, banks and other entities, as well as through self-directed online treasury management platforms, marketing 529 municipal fund securities and the sale of certain other investment products to institutional investors. BRIL also acts as placement agent for certain Private Funds advised by the Advisers and BTC, and acts as the distributor for US iShares ETFs.
• BES provides account introduction and execution services to certain transition accounts of BlackRock Investment Advisers and affiliates that have been authorized or directed by the transition clients to use BES to the extent consistent with applicable laws.

Affiliated Registered Investment Advisers BIM is affiliated with other investment advisers registered with the SEC under the Advisers Act, which are subsidiaries of BlackRock, Inc.:
• BlackRock (Singapore) Limited
• BlackRock Advisors, LLC
• BlackRock Alternatives Management, LLC
• Global Energy & Power Infrastructure Advisors, L.L.C.2 2 Global Energy & Power Infrastructure Advisors, L.L.C is a relying adviser to BlackRock Alternatives Management, L.L.C.
• Global Energy & Power Infrastructure II Advisors, L.L.C.3
• BlackRock Asset Management North Asia Limited
• BlackRock Asset Management Schweiz, AG
• BlackRock Capital Investment Advisors, LLC
• BlackRock Capital Management, Inc.
• BlackRock Financial Management, Inc.
• BlackRock Fund Advisors
• BlackRock International Limited
• BlackRock Realty Advisors, Inc.
• FutureAdvisor
• Tennenbaum Capital Partners, LLC
• SVOF/MM, LLC

Additional information about the BIM and its affiliated registered investment advisers is available on the SEC’s website at www.adviserinfo.sec.gov.

Affiliated Commodity Pool Operator / Commodity Trading Advisor BIM serve as commodity pool operator and commodity trading advisor to accounts of clients. Certain of BIM affiliates serve as commodity pool operators and commodity trading advisors to accounts of clients.


• BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Advisors, LLC, and BlackRock Institutional Trust Company, N.A. are registered as commodity pool operators and commodity trading advisors.
• BlackRock International Limited is a registered commodity trading advisor.
• iShares Delaware Trust Sponsor LLC is a registered commodity pool operator.
• BlackRock Capital Management, Inc., BlackRock Investment Management (UK) Limited, BlackRock (Singapore) Limited, BlackRock Asset Management North Asia Limited, BlackRock Capital Investment Advisors LLC, BlackRock Alternatives Management, LLC, Global Energy & Power Infrastructure Advisors, L.L.C., Global Energy & Power Infrastructure II Advisors, L.L.C., SVOF/MM and Tennenbaum Capital Partners, LLC are exempt commodity pool operators and exempt commodity trading advisors.
• BlackRock Realty Advisors, Inc. is an exempt commodity trading advisor.

All of the foregoing non-exempt investment advisers are members of the National Futures Association. The National Futures Association and CFTC each administer a comparable regulatory system covering futures contracts, swaps and various other financial and derivative instruments in which certain BlackRock Clients invest.

Relationships or Arrangements with Affiliates and/or Related Persons

BlackRock, Inc. is a publicly traded company incorporated in the State of Delaware. At December 31, 2019, The PNC Financial Services Group, Inc. (together with its subsidiaries, “PNC”) held 22.0% of BlackRock’s voting common stock and 22.4% of BlackRock’s capital stock, which includes outstanding common and non-voting preferred stock. From time to time, PNC Capital Markets, LLC participates in underwritings of initial common and/or preferred share offerings of BlackRock closed-end investment companies. From time to time, Midland Loan Services, a division of PNC Bank, National Association, can act as primary servicer, master servicer and/or special servicer in respect of assets held by funds managed by BlackRock. 3 Global Energy & Power Infrastructure II Advisors, L.L.C is a relying adviser to BlackRock Alternatives Management, L.L.C. BAL as of December 31, 2019 owned approximately 36.5% economic interest, and 4.9% voting interest in 52nd Street Capital Advisors LLC. BTC, an indirect subsidiary of BlackRock, Inc., is a national banking association organized under the laws of the U.S. and operates as a limited purpose trust company. BTC provides investment management and other fiduciary services for client accounts, including trust accounts, common trust funds and group trusts maintained by BTC and other unregistered investment vehicles. BTC also securities lending services to certain registered and unregistered investment funds managed by BlackRock. BTC is registered as a Municipal Advisor with both the SEC and the Municipal Securities Rulemaking Board.

Through a holding company subsidiary, BlackRock, Inc. owns a non-controlling interest in PennyMac Financial Services, Inc. (“PFSI”). PFSI is a publicly traded financial services firm (NYSE: PFSI) with a focus on correspondent lending and investing in and servicing residential mortgage assets. PFSI is the managing member of, and conducts most of its operations through Private National Mortgage Acceptance Company, LLC (“PNMAC”). PNMAC owns PNMAC Capital Management, LLC, an SEC registered investment adviser, that manages PennyMac Mortgage Investment Trust, a publicly traded REIT (NYSE: PMT), and other investment funds.

A subsidiary of BlackRock, Inc. and Chubb Limited (“Chubb”) partially funded the creation of a reinsurance company, ABR Reinsurance Capital Holdings Ltd. (together with its wholly owned subsidiary ABR Reinsurance Ltd., “ABR Re”), pursuant to which BlackRock has a non-controlling ownership interest (“ABR Re Transaction”). Chubb is a publicly traded company whose securities are held in BlackRock Client accounts. The subsidiary of BlackRock, Inc. and Chubb have representation on the board of directors of ABR Re. Certain employees and executives of BlackRock have a less than ½ of 1% ownership interest in ABR Re. BFM manages the investment portfolio of ABR Re. ABR Re participates as a reinsurer with respect to a portfolio of reinsurance contracts written by subsidiaries of Chubb.

BlackRock, Inc. owns indirectly through BFM a non-controlling interest in a joint venture, Luminex Trading & Analytics LLC (“Luminex”). Luminex is an independent equity trading venue owned and operated by a consortium of leading investment management firms. It provides a platform for investment managers to trade large blocks of stock with other investment managers at a lower cost and uses transparent trading rules and protocols.

Through a holding company subsidiary, BlackRock, Inc. owns a non-controlling interest in iCapital Networks (“iCapital”). iCapital is a financial technology platform that provides access to alternative investments for high-net-worth investors and their financial advisors. iCapital’s platform provides combination of due diligence capabilities, technology and relationships with alternative asset managers to facilitate investments in hedge funds and private equity funds, including BlackRock. Certain executives of BlackRock serve on iCapital’s Board of Directors. iCapital may serve as the managing member or general partner of, and/or other service provider to, certain investment funds managed by BlackRock.

BlackRock, Inc. indirectly owns a non-controlling interest in Acorns Grow Incorporated (“Acorns”). Acorns is a personal investment application that allows Acorn clients to automatically invest spare change in ETFs, including ETFs advised by a BlackRock Investment Adviser. BlackRock has an observer on Acorns' Board of Directors.

Through a holding company subsidiary, BlackRock, Inc. owns a non-controlling interest in Envestnet Inc. (“Envestnet”). Envestnet provides unified wealth management technology and products to financial advisers and other institutions. Their flagship product is an advisory platform that integrates the services and software used by financial advisers in wealth management. Certain funds recommended by Envestnet may be advised by a BlackRock Investment Adviser. BlackRock, Inc. indirectly owns a non-controlling interest in Gallatin Point Capital LLC (“Gallatin”). A BlackRock subsidiary provides certain analytics and related services to Gallatin. Gallatin is an alternative investment firm. One of Gallatin's founders is a consultant for BlackRock. Through a holding company subsidiary, BlackRock, Inc. owns a minority position in Scalable Capital GmbH (“Scalable”). Scalable is a European robo-advisor that recommends or invests client assets in ETFs, including ETFs advised by a BlackRock Investment Adviser. BlackRock has a board member and an observer on Scalable's Board of Directors. Through a holding company subsidiary, BlackRock, Inc. owns a non-controlling interest in Managed Account Partners (Holdings) Limited, a company that provides managed account services through its wholly-owned subsidiary, Managed Account Partners Limited.

Cachematrix Holdings, LLC is an indirect, wholly-owned subsidiary of BlackRock, Inc., that together with its subsidiaries, provides technology to banks and other clients, where the purpose of such technology is to facilitate online trading in money market funds (managed by BlackRock, as well as third-party asset managers) and other products.

On September 21, 2018 BlackRock Mexico Operadora, S.A. de C.V., Sociedad Operadora de Fondos de Inversion (“BlackRock Mexico Operadora”), based in Mexico, became an indirect, wholly-owned subsidiary of BlackRock, Inc. BlackRock Mexico Operadora, among other services, manages Mexican mutual funds and offers investment management services in Mexico.

BlackRock uses BES to provide account introduction and execution services on behalf of BlackRock’s clients in accordance with policies and procedures that are designed to provide for compliance with the requirements of (and BlackRock’s duties under) the Advisers Act, Investment Company Act, ERISA, other laws and regulations and related relief, as applicable to the transaction. These policies and procedures, and the related laws and regulations, address the potential for conflicts of interest arising in connection with using an affiliate to provide trade execution services on behalf of such BlackRock Clients.

BlackRock Index Services, LLC (“BIS”), an affiliate of BIM, is the index provider to client accounts advised by affiliated BlackRock Investment Advisers, including US Registered Funds4. The BlackRock Investment Advisers and BIS have established a governance framework designed to prevent the undue influence of the BlackRock Investment Advisers in the operation of any index developed by BIS (“BIS Index”). This framework includes information barriers to restrict the sharing of confidential information and a committee that approves index methodology changes and is independent of portfolio management and trading. BIS Indices can be utilized by funds, accounts and other investment products and tools. When permitted, BIS indices may include certain US Registered Funds advised by a BlackRock Investment Adviser as an index constituent. Certain of these indices are Underlying Indices of investment vehicles including certain US Registered Funds advised by a BlackRock Investment Adviser. Where BIS is the index provider, BlackRock may pay BIS licensing fees for use of a BIS Index or index name, but only when permissible under applicable law. 4 BlackRock's proprietary investment companies, including closed-end investment companies, and sub-advised non- proprietary investment companies, each of which are registered under the Investment Company Act. Code of Ethics, Participation Or Interest In Client Transactions and Personal Trading BlackRock Investment Advisers make decisions for their clients in accordance with their fiduciary obligations to such clients. BlackRock is a worldwide asset management, risk management, investment system outsourcing and financial services organization, and a major participant in global financial and capital markets. PNC, one of the largest diversified financial services organizations in the U.S., has a significant economic interest in BlackRock, as a result, under certain regulatory regimes PNC may be treated as an “affiliate” of BlackRock.

As a global provider of investment management, risk management and advisory services to institutional and retail clients, BlackRock engages in a broad spectrum of activities, including sponsoring and managing a variety of public and private investment funds, funds that invest primarily in other affiliated or unaffiliated investment vehicles (“Funds of Funds”) and separate accounts across fixed income, cash management, equity, multi-asset, alternative investment and real estate strategies, providing discretionary and non- discretionary financial advisory services, providing enterprise trading systems, risk analytics, investment accounting and trading support services under the BlackRock Solutions® (“BRS”) business and engaging in certain broker-dealer activities, transition management services, mortgage servicing and other activities. BlackRock acts as, among other things, an investment manager, investment adviser, broker dealer and under certain circumstances an index provider; additionally, PNC may act as, among other things, an investor, investment banker, commercial banker, research provider, investment adviser, custodian, administrator, trustee, financier, adviser, market maker, placement agent, proprietary trader, prime broker, commodity firm, pricing vendor, solicitor, broker, dealer, transfer agent, record keeper, alternative trading systems (“ATS”), electronic communication network (“ECN”), authorized participant for US iShares ETFs, derivative or swap counterparty, underwriter, municipal securities dealer, index provider, lender, futures commission merchant, or agent. Subject to applicable legal and regulatory restrictions, clients of BlackRock may also engage in principal transactions and co-investments with certain PNC entities including PNC Bank, National Association.

BlackRock, makes payments, out of its own profits or other sources, to affiliated or unaffiliated financial institutions, broker-dealers or other entities for distribution and sales support activities, including participation in marketing activities, educational programs, conferences, and technology development and reporting, or sub-accounting, administrative, shareholder processing or other services related to shares or shareholders of investment companies and other funds for which BlackRock provides investment advisory services, or for other services or activities that facilitate investments by BlackRock Clients in such funds. These payments would be in addition to any payments made or fees paid directly by the investment companies or other funds.

Each of BlackRock and PNC have direct and indirect interests in the global fixed income, currency, commodity, equity, and other markets in which BlackRock Clients invest. As a result, BlackRock and its directors, managers, members, officers, and employees (collectively, the “BlackRock Group”), as well as PNC and its respective other affiliates, directors, partners, trustees, managers, members, officers, and employees (collectively, “PNC Entities”), including those involved in the management, sales, investment activities, business operations, or distribution of BlackRock’s services and products, are engaged in businesses and have interests other than that of managing the assets of BlackRock Clients. These activities and interests include potential multiple advisory, transactional, financial, and other interests in securities, instruments, and companies that are directly or indirectly purchased or sold by or on behalf of BlackRock Clients by BlackRock and other persons. As a result of the various activities and interests of the BlackRock Group and of PNC Entities as described below, BlackRock Clients could have multiple business relationships with members of the BlackRock Group and the PNC Entities and BlackRock Investment Advisers will, on behalf of BlackRock Clients, invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which the BlackRock Group and PNC Entities perform, or seek to perform, risk management, investment system outsourcing, financing, investment banking, lending, loan servicing, or other services. BlackRock Clients could also likely undertake transactions in securities in which one or more PNC Entities make a market or otherwise have direct or indirect interests. Although the relationships and activities of the BlackRock Group and the PNC Entities tend to offer attractive opportunities and services to BlackRock Clients, such relationships and activities may under certain circumstances give rise to potential conflicts of interest between or among the BlackRock Group and BlackRock Clients or have other negative effects on BlackRock Clients. Additionally, consistent with applicable law, BlackRock, PNC and their respective affiliates and personnel can receive greater compensation or greater profit in connection with an account for which BlackRock serves as an adviser than with an account advised by an unaffiliated investment adviser. Differentials in compensation result from, among other reasons, BlackRock paying a portion of its advisory fee to its affiliate or other compensation arrangements, including for portfolio management, brokerage transactions, or account servicing. Any differential in compensation creates a potential financial incentive on the part of BlackRock, PNC, their affiliates and personnel to recommend BlackRock over unaffiliated investment advisers, to effect transactions differently in one account over another, or to favor accounts in which they have more significant interests over those in which they have a lesser (or no) interest.

The BlackRock Investment Advisers manage the assets of BlackRock Clients in accordance with the investment mandate selected by each BlackRock Client and applicable law, and will seek to give advice to, and make investment decisions for, such BlackRock Client that the BlackRock Investment Adviser believes to be in the best interests of such BlackRock Client. However, from time to time, investment allocation decisions are made which adversely affect the size or price of the assets purchased or sold for a BlackRock Client and the results of the investment activities of a BlackRock Client may differ significantly from the results achieved by the BlackRock Investment Advisers for other current or future BlackRock Clients. Thus, the management of numerous accounts for BlackRock Clients and other services provided by the BlackRock Investment Advisers creates a number of potential conflicts of interest. Additionally, regulatory and legal restrictions (including those relating to the aggregation of positions among different funds and accounts) and BlackRock’s internal policies and procedures restrict certain investment activities of BlackRock Investment Advisers for BlackRock Clients.

These and other potential conflicts are discussed generally herein or in the relevant IMA, offering documents and/or governing documents of the investment funds managed or served by the various BlackRock Investment Advisers, which should be reviewed in conjunction with any investment in that fund. Given the interrelationships among the BlackRock Group and PNC Entities and the changing nature of such firms’ businesses, affiliations and opportunities, as well as legislative and regulatory developments, there may be other or different potential conflicts that arise in the future or that are not covered by this discussion. As a fiduciary to the BlackRock Clients, however, BlackRock is committed to putting the interests of BlackRock Clients ahead of its own and those of PNC Entities in the provision of investment management and advisory services.

BlackRock’s Global Personal Trading Policy and Other Ethical Restrictions

BlackRock’s and the BlackRock Investment Advisers’’ directors, officers, and employees buy, sell, and hold for their own and their family members’ accounts public securities, private securities, and other investments in which such BlackRock personnel have a pecuniary interest, whether because they are also bought, sold, or held for BlackRock Clients or through accounts (or investments in funds) managed by BlackRock Investment Advisers or otherwise. As a result of differing trading and investment strategies or constraints, positions taken by BlackRock directors, officers, and employees can be the same as or different from, or made contemporaneously or at different times than, positions taken for BlackRock Clients. As these situations involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions, insider trading and other ethical considerations, including the Global Personal Trading Policy in accordance with Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act (the “Rules”). These policies and procedures are intended to identify and prevent actual conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. In conformity with the Rules, the Global Personal Trading Policy contains provisions regarding employee personal trading and, reporting requirements that are designed to address potential conflicts of interest that might interfere or appear to interfere with making decisions in the best interest of BlackRock Clients, and together with BlackRock’s Code of Business Conduct and Ethics (referred to collectively as the “Code”), requires employees to comply with the applicable federal securities laws, as well as fiduciary principles applicable to BlackRock’s business, including that employees must avoid placing their own personal interests ahead of BlackRock Clients’ interests. The Global Personal Trading Policy requires that employees at BlackRock conduct all of their personal investment transactions in a manner that is consistent with applicable federal securities laws, the BlackRock Global Insider Trading Policy and other policies of BlackRock. These requirements include reporting of personal investment accounts, pre-clearance of personal trading transactions, as well as reporting investment transactions. The Global Personal Trading Policy also generally prohibits employees from acquiring securities in initial public offerings, and contains prohibitions against profiting from short-term trading, subject to very limited exceptions. The Global Personal Trading Policy also imposes “blackout” periods on certain employees, including portfolio management personnel, prohibiting transactions in certain securities during time periods surrounding transactions in the same securities by BlackRock Client accounts. Moreover, the Global Personal Trading Policy and other BlackRock policies contain provisions that are designed to prevent the use of material non-public information.

Any member of the BlackRock Group covered by the Code who fails to observe its requirements or those contained in related BlackRock policies and procedures is subject to potential remedial action. BlackRock will determine on a case by case basis what remedial action should be taken in response to any violation, including potential voiding or reversal of a trade, the cost of which will be borne by the employee or owner of the account or limiting an employee’s personal trading for some period of time. The Global Personal Trading Policy will be made available to a BlackRock Client or prospective client upon request.

Outside Activities

Members of the BlackRock Group have a duty to act solely in the interest of BlackRock’s Clients; as such BlackRock’s Global Outside Activity Policy requires that BlackRock employees obtain approval from their line manager and Compliance before engaging in any outside activities so that BlackRock has the opportunity to consider whether such activities create actual or potential conflicts of interest. The Global Outside Activity Policy is intended to identify activities that have the potential to conflict with an employee’s role at BlackRock and/or BlackRock’s activities.

Political Contributions BlackRock’s political contributions policy establishes the requirements that apply when BlackRock and its employees make or solicit U.S. political contributions or engage in political activities in the U.S. The policy prohibits BlackRock and its employees from making or soliciting U.S. political contributions for the purpose of obtaining or retaining business. The policy requires employees to pre-clear U.S. political contributions before they, their spouse, domestic partner, or dependent children make any contributions to a political candidate, government official, political party, or political action committee (“PAC”) in the U.S. The BlackRock PAC, a non-partisan political action committee, is supported voluntarily by eligible U.S. employees to help elect U.S. federal candidates who the PAC’s Board of Directors determine share BlackRock’s values and goals. Conflicts of Interest Potential Conflicts Relating to Advisory Activities The results of the investment activities provided to a BlackRock Client can differ significantly from the results achieved by BlackRock Investment Advisers for other current or future BlackRock Clients. BlackRock Investment Advisers will manage the assets of a BlackRock Client in accordance with the investment mandate selected by such BlackRock Client. However, members of the BlackRock Group (including BlackRock Investment Advisers), as well as PNC Entities (to the extent they have independent relationships with BlackRock Clients), may give advice and take action with respect to their own account, any other BlackRock Client or, in the case of a PNC Entity, their own accounts or a client of a PNC Entity, that competes or conflicts with the advice a BlackRock Investment Adviser may give to, or an investment action a BlackRock Investment Adviser may take on behalf of, a BlackRock Client (or a group of BlackRock Clients), or advice that may involve different timing than that of a BlackRock Client. The potential conflicts include, in particular, members of the BlackRock Group, the PNC Entities and one or more BlackRock Clients buying or selling positions while another BlackRock Client is undertaking the same or a differing, including potentially opposite, strategy. Similarly, BlackRock Investment Advisers’ management of BlackRock Client accounts may benefit members of the BlackRock Group and PNC Entities, including, to the extent permitted by applicable law and contractual arrangements, investing BlackRock Client accounts directly or indirectly in the securities of companies in which a member of the BlackRock Group, or other BlackRock Client, or a PNC Entity, for itself or its clients, has an equity, debt, or other interest. In addition, to the extent permitted by applicable law and contractual arrangements, BlackRock Clients may engage in investment transactions which may result in other BlackRock Clients, or proprietary or client accounts of a PNC Entity, being relieved of obligations or otherwise have to divest or cause BlackRock Clients to have to divest certain investments. In some instances, the purchase, holding, and sale, as well as voting of investments by BlackRock Clients may enhance the profitability or increase or decrease the value of a BlackRock Group member’s or other BlackRock Clients’ own investments in, or of the investments in a PNC Entity’s proprietary or client account with respect to such companies. This may give rise to potential conflicts of interest.

Financial or Other Interests in Underlying Funds

Funds of Funds or other accounts managed by a BlackRock Investment Adviser often acquire a financial interest in certain underlying funds which generally, but not always will include direct or indirect receipt of a portion of any management or performance-based fees paid by the underlying funds to their respective general partner, managing member, or investment adviser. These interests can involve additional rights such as board representation or other means to influence the management or business decisions of such underlying fund. These relationships create the potential for conflicts of interest between Funds of Funds or accounts receiving such interests and other funds or accounts managed by a BlackRock Investment Adviser.

Cross Trades

In certain circumstances, BlackRock Investment Advisers effect purchases and sales between BlackRock Clients or clients of affiliates (“cross trades”) if BlackRock Investment Advisers believe such transactions are appropriate based on each party's investment objectives and guidelines, subject to each BlackRock client’s governing documents, applicable law and regulation (but are not required to effect such cross- trades). In this regard, BlackRock maintains a cross-trading program covering various strategies pursuant to which securities are bought and sold among BlackRock Clients. Cross trades for accounts subject to ERISA are made in accordance with applicable U.S. Department of Labor (“DOL”) regulations and relevant exemptions. Where a US Registered Fund participates in a cross trade, the BlackRock Investment Advisers will comply with the US Registered Fund’s procedures adopted pursuant to Rule 17a-7 under the Investment Company Act and related regulatory authority. In certain circumstances, based on product and account type, an independent pricing source might be used. BlackRock Investment Advisers seek to assure that the price used in a cross trade is fair and appropriate, and in keeping with, or as required by the relevant regulations. In addition, a BlackRock Client account may enter into “agency cross transactions,” in which a member of the BlackRock Group may act as broker for such BlackRock Client account and for the other party to the transaction, to the extent permitted under applicable law and subject to the terms of the governing documents of such BlackRock Client account. In such cases, the relevant BlackRock Investment Adviser and such affiliate may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. The authority of the BlackRock Investment Advisers to conduct such agency cross-transactions is subject to the right of the BlackRock Client account investors to revoke such authority by the affirmative vote of a majority of those BlackRock Client account investors who are not directly or indirectly affiliated with the relevant BlackRock Investment Adviser, voting as a single class or, in the case of certain BlackRock Client accounts, the approval of the respective advisory boards of such BlackRock Client accounts. To the extent that any provision of Section 11(a) of the Exchange Act or any of the rules promulgated thereunder is applicable to any transactions effected by the relevant BlackRock Investment Adviser, such transactions will be effected in accordance with the requirements of such provisions and rules.

Inconsistent Investment Positions and Timing of Competing Transactions

From time to time, BlackRock takes an investment position or action for one or more accounts that is different from, or inconsistent with, an action or position taken for one or more other accounts having similar or differing investment objectives, resulting in potential adverse impact, or in some instances benefit, to one or more affected accounts. For example, a BlackRock Client may buy a security and another BlackRock Client may establish a short position in that same security. The subsequent short sale could result in a decrease in the price of the security which the first BlackRock Client holds. Conversely, a BlackRock Investment Adviser may establish a short position in a security for a BlackRock Client and another BlackRock Investment Adviser may buy that same security for a different BlackRock Client. The subsequent purchase may result in an increase of the price of the underlying position in the short sale exposure to a BlackRock Client’s detriment. Similarly, transactions in investments by one or more BlackRock Clients and members of the BlackRock Group may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of another BlackRock Client, particularly, but not limited to, in small capitalization, emerging market, or less liquid strategies. This may occur when portfolio decisions regarding a BlackRock Client account are based on research or other information that is also used to support portfolio decisions for other client accounts. When one BlackRock Investment Adviser implements a portfolio decision or strategy ahead of, or contemporaneously with, similar portfolio decisions or strategies of another BlackRock Investment Adviser, (whether or not the portfolio decisions emanate from the same research analysis or other information), market impact, liquidity constraints, or other factors could result in one or more BlackRock Clients receiving less favorable trading results, the costs of implementing such portfolio decisions or strategies could be increased or such BlackRock Clients could otherwise be disadvantaged. On the other hand, potential conflicts also arise when portfolio decisions regarding a BlackRock Client benefit other BlackRock Clients, for example, where the sale of a long position or establishment of a short position for a BlackRock Client decreases the price of the same security sold short by (and therefore benefit) a BlackRock Group member or other BlackRock Clients, or the purchase of a security or covering of a short position in a security for a BlackRock Client results in an increase in the price of the same security held by (and therefore benefit) a BlackRock Group member or other BlackRock Clients.

Under certain circumstances, if a BlackRock Client (or a group of BlackRock Clients) invests in a transaction in which one or more other BlackRock Clients are expected to participate, or already have made or will seek to make, an investment, such BlackRock Clients (or groups of BlackRock Clients) may have conflicting interests and objectives in connection with such investments, including with respect to views on the operations or activities of the portfolio company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the investment. For example, the BlackRock Investment Advisers’ decision on behalf of other client accounts to sell, redeem from, or otherwise liquidate a security in which a BlackRock Client account is invested may adversely affect such BlackRock Client account, including by causing such investment to be less liquid or more concentrated, or by causing such BlackRock Client account to lose the benefit of certain negotiated terms. Conflicts will also arise in cases where different BlackRock Clients (or groups of BlackRock Clients) invest in different parts of an issuer’s capital structure, including circumstances in which one or more BlackRock Clients own private securities or obligations of an issuer and other BlackRock Clients own public securities of the same issuer. For example, a BlackRock Client (or group of BlackRock Clients) acquiring a loan, loan participation, or loan assignment of a particular borrower in which one or more other BlackRock Clients have an equity investment. In addition, different BlackRock Clients investing in securities of an issuer that have different voting rights, dividend or repayment priorities or other features that could be in conflict with one another. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, the BlackRock Investment Advisers’ interests, BlackRock Client (or group of BlackRock Clients) interests, and/or the interests of one or more other BlackRock Clients could conflict. If an issuer in which a BlackRock Client (or group of BlackRock Clients) and one or more other BlackRock Clients hold different classes of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, a debt holder who could be paid in full likely will be better served by a liquidation of the issuer, whereas an equity holder or junior debt holder would be better served by a reorganization that holds the potential to create value for the equity holders. Any of the foregoing conflicts of interest will be discussed and resolved on a case-by-case basis. Any such discussions will take into consideration the interests of the relevant BlackRock Clients, the circumstances giving rise to the conflict and applicable laws. When considering whether to pursue applicable claims on behalf of BlackRock Clients, BlackRock considers various factors, including the cost of pursuing the claim and the likelihood of the outcome, and may not pursue every potential claim. BlackRock may elect not to pursue a claim on behalf of a BlackRock Client, rely on third parties to pursue such claim, actively or otherwise, on BlackRock’s behalf or otherwise rely on alignment with other third parties to act on behalf of a class of securities or tranche of loans held by the applicable BlackRock Client. BlackRock Clients (and investors in Private Funds) should be aware that conflicts will not necessarily be resolved in favor of their interests. There can be no assurance that any actual or potential conflicts of interest will not result in a particular BlackRock Client or group of BlackRock Clients receiving less favorable investment terms in certain investments than if such conflicts of interest did not exist.

Similarly, BlackRock Investment Advisers advise entities regarding estimated valuation, risk management, transition management, and potential restructuring or disposition activities in connection with their proprietary or client investment portfolios. Such activities create potential conflicts of interest, as BlackRock, on behalf of BlackRock Clients, may seek to purchase securities or other assets from the foregoing portfolios and may engage, without limitation, in related activities to bid down the price of assets in such portfolios, which may have an adverse effect on those portfolios.

Conflicts Relating to Portfolio Management of Various Accounts BlackRock Investment Advisers make decisions for BlackRock Clients based on the investment mandates selected by such BlackRock Clients. In doing so, as a result of similarities or differences in such mandates or otherwise, BlackRock Investment Advisers have potential conflicts in connection with the investments of, and transactions effected for, BlackRock Clients, including in situations in which members of the BlackRock Group have a pecuniary or investment interest. Certain clients are limited by rules issued by regulators or self-regulatory organizations, such as short sale limits and trading halts. For additional information regarding conflicts relating to side-by-side management, please refer to Item 6 (“Portfolio Manager Selection and Evaluation – Side-By-Side Management of Private Investors Accounts and Other Accounts”) of this Disclosure Document. Certain Proprietary Transactions By BlackRock On occasion, BlackRock, including affiliates, may invest in a company or otherwise seek to acquire a controlling or non-controlling stake in a company for strategic purposes. Such activity could result in a restriction on the ability of BlackRock clients to engage with such company as a counterparty or otherwise invest in such company’s securities either at the time of such engagement or at a later date. In addition, BlackRock may take action with respect to its proprietary account(s) that competes or conflicts with the advice a BlackRock Investment Adviser may give to, or an investment action a BlackRock Investment Adviser may take on behalf of, a BlackRock Client. Such activity gives rise to a potential conflict of interest. Potential Restrictions and Conflicts Relating to Information Possessed or Provided by BlackRock Availability of Proprietary Information In connection with the activities of BlackRock, Inc. and BlackRock Investment Advisers, certain persons within the BlackRock Group receive information regarding proposed investment activities for BlackRock and BlackRock Clients that is not generally available to the public. Also, BlackRock Investment Advisers have access to certain fundamental analyses, research and proprietary technical models developed internally or by other members of the BlackRock Group, PNC Entities, certain third parties and their respective personnel. There will be no obligation on the part of such persons or any BlackRock Investment Adviser, to make available for use by a BlackRock Client, or to effect transactions on behalf of a BlackRock Client on the basis of, any such information, strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In many cases, such persons will be prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including BlackRock Clients. In other cases, fundamental analyses, research and proprietary models developed internally are used by various BlackRock Investment Advisers and personnel on behalf of different BlackRock Clients, which could result in purchase or sale transactions in the same security at different times (and could potentially result in certain transactions being made by one portfolio manager on behalf of certain BlackRock Clients before similar transactions are made by a different portfolio manager on behalf of other BlackRock Clients), or could also result in different purchase and sale transactions being made with respect to the same security. Further information regarding inconsistent investment positions and timing of competing transactions is set forth in “Potential Conflicts Relating to Advisory Activities”. Similarly, one or more BlackRock Clients could have, as a result of receiving client reports or otherwise, access to information regarding BlackRock Investment Advisers’ transactions or views, including views on voting proxies, which are not available to other BlackRock Clients, and may act on such information through accounts managed by persons other than a BlackRock Investment Adviser. The foregoing transactions may negatively impact BlackRock Clients through market movements or by decreasing the pool of available securities or liquidity. BlackRock Clients could also be adversely affected when cash flows and market movements result from purchase and sale transactions, as well as increases of capital in, and withdrawals of capital from, accounts of other BlackRock Clients. These effects can be more pronounced in thinly traded securities and less liquid markets.

In addition, BlackRock Investment Advisers have no obligation to seek information from or share with any BlackRock Client any information, investment strategies, opportunities, or ideas known to members or affiliates of the BlackRock Group or developed or used in connection with other clients or activities. For example, it is possible that a client account invests in securities of companies with which an affiliate has or is trying to develop investment banking relationships, strategic partnerships, as well as securities of entities in which BlackRock, or one of its affiliates has significant debt or equity investments, in which an affiliate makes a market or in which an affiliate provides or anticipates someday providing research coverage. Such investments could cause conflicts between the interests of a client account and the interests of other clients of BlackRock or another affiliate, or cause BlackRock to be exposed to material non-public information about an issuer. Moreover, conflicts of interest could arise where members and personnel of the BlackRock Group, including BlackRock Investment Advisers’ personnel or other BlackRock personnel advising or otherwise providing services to BlackRock Clients, have possession of information not available to all BlackRock personnel, and such personnel act on the basis of such information, or are required to refrain from acting, in ways that have adverse effects on BlackRock Clients. Material Non-Public Information/Insider Trading BlackRock Group receives material non-public information in the ordinary course of its business. This is information that is not available to other investors or other confidential information which, if disclosed, would likely affect an investor’s decision to buy, sell or hold a security. This information is received voluntarily and involuntarily and under varying circumstances, including, but not limited to, upon execution of a non- disclosure agreement, as a result of serving on the board of directors of a company, serving on ad hoc or official creditors' committees and participation in risk, advisory or other committees for various trading platforms, clearinghouses and other market infrastructure related entities and organizations. Under applicable law, members of the BlackRock Group are generally prohibited from disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether that person is a BlackRock Client.

Accordingly, should a member of the BlackRock Group obtain, either voluntarily or involuntarily, material non-public information with respect to an issuer, it may limit the ability of BlackRock Clients to buy, sell, or hold investments and may result in an underlying security or investment being priced inconsistently across BlackRock Clients. BlackRock has no obligation or responsibility to disclose the information to, or use such information for the benefit of, any person (including BlackRock Clients), even if requested by BlackRock or its affiliates and even if failure to do so would be detrimental to the interests of that person. BlackRock has adopted a Global Insider Trading Policy and a Global Material Non-public Information Barrier Policy, which establish procedures reasonably designed to prevent the misuse of material non-public information by BlackRock and its personnel. Under the Global Insider Trading Policy, BlackRock Investment Advisers generally are not permitted to use material non-public information obtained by any department or affiliate of BlackRock in the course of its business activities or otherwise, in effecting purchases and sales in securities transactions for BlackRock Clients or for their personal accounts.

BlackRock also has adopted policies establishing information barriers to minimize the likelihood that particular investment advisory units or teams will inadvertently come into possession of material non-public information known by some other unit or team at BlackRock and thereby also minimizing the likelihood that a particular unit or team will be inadvertently precluded from taking action on behalf of its clients. Nonetheless, the investment flexibility of one or more of the BlackRock Investment Advisers or business units on behalf of BlackRock Clients may be constrained as a consequence of BlackRock’s policies regarding material non-public information and insider trading and related legal requirements.

Consequently, BlackRock Investment Advisers’ investment activities likely will be impacted by receipt of such information, even if a failure to act on such information is ultimately detrimental to BlackRock Clients. In addition, in certain circumstances, the use of such information would also be prohibited by BlackRock’s Global Insider Trading Policy.

From time to time, certain BlackRock employees use paid expert networks and other industry experts, (subject to the BlackRock policies regarding the handling and restricted use of material non-public information). BlackRock has adopted specific policies and procedures to prevent and address the receipt of any material non-public information from such expert networks.

Potential Conflicts That Arise With Respect to Services Provided By or Through Various BlackRock Entities and the PNC Entities Subject to applicable law and contractual arrangements, BlackRock Clients have a choice of engaging the securities and futures brokerage or dealer, custodial, derivatives, trustee, agency, mortgage servicing, lending, banking, advisory services and other commercial services of, or investing in one of a spectrum of investment products provided or sponsored by, another BlackRock Investment Adviser, other members of the BlackRock Group or a PNC Entity. Additionally, the BlackRock Investment Advisers rely on information from, or utilize the services provided by, such persons in managing a BlackRock Client’s account. These services and certain other relationships among various members of the BlackRock Group, PNC Entities, and their respective subsidiaries and related persons, with or with respect to BlackRock Clients, give rise to potential conflicts of interest and could have potentially adverse effects on BlackRock Clients, described generally below. When these persons provide such services to BlackRock Clients, and when BlackRock Clients invest in these investment products, relevant BlackRock entities or PNC Entities will be entitled, subject to applicable laws, to assess and retain fees and other amounts that they receive in connection with such products and services, without being required to account to any BlackRock Client. Additionally, subject to applicable laws, advisory fees, or other compensation payable by BlackRock Clients may not be reduced or offset by reason of receipt by BlackRock or a PNC Entity of any such fees or other amounts. In some instances, members of the BlackRock Group or a PNC Entity, when acting in such commercial capacities, take commercial steps in their own interests, which can be adverse to those of the BlackRock Clients. Except as otherwise described herein, a BlackRock Investment Adviser may not take actions to negotiate terms between a BlackRock Client and BlackRock affiliates who provide these services, nor will the BlackRock Investment Adviser generally be responsible with respect to any losses or harms suffered by the BlackRock Client in connection with the BlackRock Client’s use of services or products of such persons. Additionally, as with relationships with unaffiliated counterparties as described above, BlackRock Clients will be required to establish these business or commercial relationships with BlackRock affiliates, if at all, based on the BlackRock Client’s own credit standing; such persons will not consider or rely on, and neither BlackRock nor any BlackRock Investment Adviser will be required to allow the credit standing of BlackRock or any BlackRock Investment Adviser to be used in connection therewith.

Services Provided to a BlackRock Client by other BlackRock Investment Advisers or through Investments in a BlackRock Investment Product

BlackRock Investment Advisers use the personnel or services of other BlackRock entities in a variety of ways to make available BlackRock's global capabilities to BlackRock clients. While BlackRock believes this practice is generally in the best interests of its clients, it can give rise to certain conflicts of interest, with respect to: (i) allocation of investment opportunities; (ii) execution of portfolio transactions; (iii) client servicing; and (iv) fees. Additionally, BlackRock Clients utilizing the services of BlackRock affiliates can be disadvantaged as a result of, among other things: (i) differences in regulatory requirements of various jurisdictions or organizations to which such BlackRock affiliates are subject; (ii) time differences; (iii) the terms of BlackRock’s and such affiliates’ internal policies and procedures, the client’s investment advisory and other agreements; or (iv) the terms of the governing documents for a Private Fund, US Registered Fund or other investment product. BlackRock and its affiliates will seek to mitigate conflicts that arise determining not to utilize the personnel or services of a particular affiliate in circumstances where it believes the potential conflict or adverse impact of ameliorative steps outweighs the potential benefits of the relationship.

BlackRock’s Registered Investment Companies, Private Funds and Other Investment Products

BlackRock Investment Advisers, when appropriate and in accordance with applicable laws, investment objectives and guidelines, will purchase on behalf of BlackRock Clients, or will recommend to BlackRock Clients that they purchase, shares of US Registered Funds or other pooled investment vehicles (including Private Funds) for which BlackRock Investment Advisers serve as investment advisers or sub-advisers (collectively, “Affiliated Funds”). Certain BlackRock Investment Advisers that are domiciled outside of the U.S. serve as investment manager to ETFs domiciled outside of the U.S. (the “Foreign iShares ETFs”). Certain Foreign iShares ETFs may, from time to time, invest in the securities of the US iShares ETFs pursuant to a no-action letter issued by the SEC staff.

In connection with any proxies solicited by the US iShares ETFs, the Foreign iShares ETFs, if required by applicable law, will either (i) seek instructions from their security holders and vote the proxies in accordance with such instructions (“pass through voting”) or (ii) vote the securities in the same proportion as the vote of all other holders of such securities (“mirror voting” or “echo voting”). However, if these voting methods are unavailable, the Foreign iShares ETFs will either abstain from voting or withhold voting, or if a quorum is reasonably expected to be achieved without any action, refrain from voting. BlackRock Investment Advisers also invest BlackRock Client assets in other portfolios managed by BlackRock Investment Advisers (collectively, “Affiliated Accounts”). In the case of Funds of Funds or separate accounts managed in a similar style, this may take the form of an investment in other BlackRock Private Funds or separate accounts managed by BlackRock affiliates. From time to time, as authorized in a Private Investors Client’s investment management agreement with BIM, and when either contemplated by a Private Investors Client’s investment strategy or upon direction from a Client, BIM will invest Private Investors Accounts in funds (such as mutual funds, ETFs and/or other pooled investment vehicles, including but not limited to Affiliated Funds. Except under limited circumstances described below, when BIM invests Private Investors Accounts in such funds, BIM typically invests solely in Affiliated Funds. Generally, BIM only will invest Private Investors Accounts in funds that are not Affiliated Funds upon direction from the Client or in limited circumstances (e.g., if a Private Investors Client directs BIM to conduct year-end “tax loss selling” on its behalf, and some of such sales include shares of an Affiliated Fund, BIM might reinvest the proceeds of such sale in a similar, non-Affiliated Fund for a short period of time in order to avoid the triggering of “wash sale” rules).

BIM faces potential conflicts when recommending the purchase of, or allocating the assets of a Private Investors Client to one or more Affiliated Funds with respect to which BlackRock receives fees and/or other compensation. In hindsight, circumstances could be construed that such recommendation or allocation conferred a benefit upon the Affiliated Fund or BlackRock to the detriment of the Private Investors Client.

As a shareholder in a pooled investment vehicle, a Private Investors Client will pay a proportionate share of the vehicle’s fees and expenses. Investment by a Private Investors Client in an Affiliated Fund means that, subject to applicable laws and the terms of any such investment, BlackRock will receive directly or indirectly advisory fees and/or other compensation from the Affiliated Fund that are in addition to the fees it will receive from the Private Investors Client for managing the separate account.

Some Affiliated Funds could be considered “start-up” or early stage funds with low assets under management. In addition, BlackRock might have its own seed capital invested in certain Affiliated Funds and/or could have discretionary control of a significant amount of BlackRock Client assets invested in such Affiliated Funds. Withdrawing seed capital or BlackRock Client assets from such Affiliated Funds could disadvantage the other BlackRock Clients and investors invested in the Affiliated Fund.

BlackRock Clients who fund their separate accounts with shares of Affiliated Funds may incur deferred sales charges upon the sale of such shares by BlackRock, which could result in compensation to BlackRock or an affiliate that is in addition to the fees BlackRock will receive for managing the separate account. BlackRock Clients should notify BlackRock if they do not want their separate account assets or Private Fund investments to be invested in Affiliated Funds. Certain BlackRock Clients can invest directly in certain Affiliated Funds or other US Registered Funds outside of their separate accounts without paying additional separate account management fees to BlackRock. Consistent with applicable law, BlackRock may waive fees and/or reimburse fees or expenses for some BlackRock Clients while not waiving fees or reimbursing fees or expenses for other BlackRock Clients.

The separate account management fees paid by certain retirement accounts (including certain accounts subject to ERISA) that invest in US Registered Funds or ETFs from which BlackRock or an affiliate receives compensation (including management fees or fees paid pursuant to Rule 12b-1 under the Investment Company Act) will be reduced by the account’s pro rata share of such compensation, to the extent required by applicable law. In certain circumstances (e.g., at BlackRock’s discretion or if required by applicable contractual arrangements), BlackRock, in order to avoid duplication of advisory fees, will waive or credit all or a portion of its separate account investment management fee with respect to assets of a BlackRock Client invested in shares of any such Affiliated Funds or separate accounts managed by another BlackRock Investment Adviser. To the extent permissible under applicable law and the terms of any relevant contractual arrangement, BlackRock will institute, waive or alter the terms of such a waiver from time to time in its sole and absolute discretion. Similar conflicts may apply where the fund or account is managed by a PNC Entity. To the extent permitted by applicable laws, BlackRock and its affiliates make payments to financial intermediaries relating to the placement of interests in Private Funds. These payments are in addition to or in lieu of any placement fees payable by Investors in those Private Funds. These payments, potentially significant to the financial intermediary and/or its representatives, can create an incentive for the financial intermediary to recommend the Private Fund over other products. BlackRock, Inc. has entered into an arrangement with Markit Indices Limited, the index provider for certain underlying fixed income indexes used by US iShares ETFs, related to derivative fixed-income products that are based on such US iShares ETFs. For such fixed-income derivative products, BlackRock receives certain payments in connection with their development, for licensing intellectual property belonging to BlackRock and for facilitating data in connection with such fixed-income derivative products, which may include payments based on the trading volumes of, or revenues generated by, the derivative products. Funds and accounts managed by BlackRock Investment Advisers may from time to time transact in such fixed-income derivative products. BlackRock will waive any such payments with respect to such derivative products entered into by BlackRock advised funds and accounts. Trading activity in the derivative products could potentially lead to increased purchase activity with respect to the US iShares ETFs and increased assets under management for BFA.

Certain Private Funds and BlackRock Investment Advisers or, may conform to regulations under the Bank Holding Company Act of 1956, as amended resulting in limits or restrictions on investments in certain companies, and underlying funds. These potent please register to get more info